US Airways 2004 Annual Report Download - page 298

pays during the period set forth above) shall be applied in the same manner that
such rules would apply in the absence of this Agreement. At the conclusion of
the period during which the Company will pay a portion of the premiums for
Executive's group medical, dental and vision coverage, Executive shall be
responsible for the entire payment of premiums required under COBRA for the
duration of the COBRA period. For purposes of this Section 2.1(e), applicable
premiums that will be paid by the Company shall not include any amounts payable
by Executive under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of
Executive.
2.2 BENEFITS UPON A CHANGE IN CONTROL. In the event of a Change in Control,
Executive shall receive the following benefits:
(I) ACCELERATION OF OPTION VESTING. All outstanding stock options held
by Executive shall become immediately vested and exercisable effective upon such
Change in Control.
(II) FLIGHT PRIVILEGES. Executive shall be entitled to top priority,
first class, positive space travel privileges, to be provided by AWA or, if AWA
did not survive the Change in Control, by the airline which survived the Change
in Control. The travel privileges would cover Executive and his/her dependents
for as long as Executive lives.
2.3 MITIGATION. Except as otherwise specifically provided herein, Executive
shall not be required to mitigate damages or the amount of any payment provided
under this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
received by Executive or by any retirement benefits received by Executive after
the date of Executive's termination (i) by the Company for any reason other than
Misconduct or Disability, or (ii) by Executive for Good Reason.
ARTICLE 3
LIMITATIONS AND CONDITIONS ON BENEFITS
3.1 RELEASE PRIOR TO PAYMENT OF BENEFITS. In order to be eligible to
receive benefits under this Agreement, Executive must execute a general waiver
and release in substantially the form attached hereto as Exhibit A, Exhibit B or
Exhibit C, as appropriate, and such release must become effective in accordance
with its terms. The Company, in its sole discretion, shall determine the form of
the required release, which may be incorporated into a termination agreement or
other agreement with Executive, and may modify the form of the required release
to comply with applicable federal or state law.
3.2 PARACHUTE PAYMENTS. If any payment, distribution or benefit Executive
would receive from the Company or otherwise, but determined without regard to
any additional payment required under this Section 3.2, pursuant to the terms of
this Agreement ("Payment"), would (i) constitute a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and (ii) be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties payable with respect to such excise tax
5.